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Expert Corporate Governance Service (ECGS)
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Smith & Nephew - AGM 14 April 2021

Item 2: Remuneration report

The positive features of the remuneration overwhelm our moderate concerns. The remuneration is weighted more towards rewarding long-term performance, the payout is adequately aligned with performance, and the quantum is not excessive. We appreciate that the Board did not adjust the incentive targets to offset the Covid-19 pandemic impact. Despite achieved individual objectives, the Remuneration Committee did not consider it appropriate to pay any bonuses in a year when performance against the financial targets has not been met. We welcome this position.

Item 12: Re-elect Mr. Roberto Quarta, Chairman

Roberto Quarta chairs the Nomination Committee while the gender diversity does not respect our guidelines and market practice: the Board comprises only 27.3% of female directors compared to our requested minimum of 30% and FTSE 100 average of 36.2%. The UK Code recommends that due regard should be taken to promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.

Underlying
SMITH & NEPHEW PLC

Smith & Nephew is a global medical devices business operating in the markets for advanced surgical devices comprising orthopaedic reconstruction and trauma, sports medicine and advanced wound management. Co.'s advanced medical products and services include: Orthopaedic Reconstruction and Trauma (joint replacement systems for knees and hips and products to help repair broken bones); Advanced Wound Management (treatment and prevention products for hard-to-heal wounds); and Sports Medicine (implants and enabling technologies for minimally invasive repair of the joint).

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